James Claussen
About James Claussen
James J. Claussen, 52, is Executive Vice President & Chief Financial Officer of Ryerson Holding Corporation, serving as CFO since January 2021 after leading Ryerson’s subsidiary Central Steel & Wire as President from July 2018 to January 2021. He holds a bachelor’s degree in accounting from Minnesota State University, Mankato, and an MBA from the University of Minnesota’s Carlson School of Management . Company TSR measured from year-end 2020 to year-end 2024 rose from an indexed $100 to $171.83, while pay-versus-performance disclosures highlight Adj. EBITDA excluding LIFO as a key metric in incentive design . Recent annual AIP paid zero in 2024 due to below-threshold performance on corporate Adj. EBITDA excl. LIFO and EVA targets .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Central Steel & Wire (Ryerson subsidiary) | President | Jul 2018–Jan 2021 | Led subsidiary operations prior to CFO appointment |
| Ryerson | CFO North-West Region; General Manager, Corporate Development | Not disclosed | Regional finance leadership; corporate development responsibilities |
External Roles
- Not disclosed in the latest proxy; no external public company directorships listed for Claussen .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $437,500 | $461,250 | $472,500 |
| Target Bonus % of Salary | 75% (AIP) | 75% (AIP) | 75% (AIP) |
| Actual AIP/Bonus Paid ($) | $675,000 (AIP) | $295,426 (AIP) | $0 (AIP) |
| Perquisites/Other ($) | $52,922 | $50,897 | $36,963 |
Notes:
- 2024 base salary remained at 2023 rate after management elected to forego mid-year increases due to industry downturn .
- 2024 AIP paid zero across NEOs; corporate performance fell below thresholds .
- 2024 perquisites include 401(k) match $17,256, life insurance $1,819, dividend equivalents $17,788, annual physical $100 .
Performance Compensation
2024 LTIP Awards (granted March 31, 2024)
| Award Type | Units | Grant Date Fair Value ($) |
|---|---|---|
| RSUs | 11,550 | $386,925 |
| PSUs (target) | 23,450 | $785,575 |
- RSUs vest 1/3 annually on each of the first three anniversaries of grant, subject to continued employment; RSUs accrue dividend equivalents (no voting rights) .
- PSUs cliff-vest after 3 years subject to Compensation Committee certification of performance (no dividend equivalents or voting rights) .
PSU Performance Metrics and Targets
| PSU Grant | Metric | Weight | Threshold | Target | Vesting Rule |
|---|---|---|---|---|---|
| 2024 PSU (2024–2026) | Cumulative Adjusted EBITDA (excl. LIFO) | 50% | $575.0M | $750.0M | 50% vest at threshold; 100% at target; straight-line interpolation |
| 2024 PSU (2024–2026) | Cumulative Managerial Controllable Free Cash Flow | 50% | $425.0M | $550.0M | 50% vest at threshold; 100% at target; straight-line interpolation |
Historical PSU outcome:
- 2022 PSU (2022–2024) certified at 100% target on Feb 19, 2025; vesting March 31, 2025 subject to service .
2021 Performance-Vesting NSOs
| Attribute | Details |
|---|---|
| Claussen Grant | 7,500 NSOs total; 4,500 exercisable and 3,000 unexercisable at 12/31/2024 |
| Exercise Price | $16.50 (5-day average preceding Mar 31, 2021 grant) |
| Vesting | Price hurdles achieved in years 1–4; final 40% tranche to vest Mar 31, 2025 (service condition waived only for Burbach; Claussen remains subject to service) |
2024 Annual Incentive Plan (AIP) Mechanics and Outcome
| Metric | Weight | Threshold | Target | Maximum | 2024 Actual | Payout |
|---|---|---|---|---|---|---|
| Corporate Adj. EBITDA excl. LIFO ($mm) | 50% | 140.0 | 230.0 | 325.0 | 114.1 | 0.0% |
| Corporate EVA ($mm) | 50% | (90.0) | — | 50.0 | (131.7) | 0.0% |
Equity Ownership & Alignment
| Item | Details |
|---|---|
| Beneficial Ownership (2/24/2025) | 102,790 shares; includes 31,818 jointly with spouse; <1% of outstanding |
| Unvested RSUs (12/31/2024) | 2022: 3,850; 2023: 7,700; 2024: 11,550 |
| Unearned PSUs (12/31/2024) | 2022 PSU: 23,450 (target achieved, vest Mar 31, 2025); 2023 PSU: 23,450; 2024 PSU: 23,450 |
| Options Outstanding | 4,500 exercisable; 3,000 unexercisable; expiring 3/31/2031; $16.50 strike |
| Pledging/Hedging | Hedging and speculative transactions (e.g., short sales, derivatives) prohibited by policy |
| Ownership Guidelines | CFO required ≥3x base salary; all executives compliant as of 12/31/2024 |
Employment Terms
| Provision | Summary |
|---|---|
| Agreement Termination | Either party may terminate on 30 days’ notice |
| Severance (Involuntary or Good Reason) | Salary continuation up to 12 months; medical/dental at active rates up to 12 months |
| AIP Protections | Payment equal to average of AIP awards over prior 3 years; pro-rata AIP for year of termination subject to performance |
| Restrictive Covenants | 12-month non-compete/non-solicit; broad “competitor” definition includes metals service center distribution and metals internet marketplaces |
| Change-in-Control | Committee discretion on equity acceleration; no fixed single/double trigger formula disclosed |
| Clawback | Dodd-Frank/NYSE-compliant recoupment on restatement for erroneously awarded incentive comp (3-year lookback; no fault requirement) |
Potential payments (modeled at 12/31/2024):
- Involuntary termination total: $815,206 (Severance $472,500; 3-year AIP avg $323,475; benefits $19,231) .
- Death/Disability payment: $36,346 .
Deferred Compensation:
- Nonqualified savings plan aggregate balance $898; 2024 earnings $22; no 2024 contributions .
Performance & Track Record
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($USD) | $6,323.6M | $5,108.7M | $4,598.7M |
| EBITDA ($USD) | $634.1M* | $293.6M* | $112.4M* |
Values retrieved from S&P Global.*
Company TSR (indexed to $100 at 12/31/2020):
- $257.23 (2022), $299.90 (2023), $171.83 (2024) .
Highlights:
- 2024 AIP zero payout signals strict pay-for-performance alignment during cyclical downturn (Adj. EBITDA excl. LIFO 114.1 vs threshold 140; EVA below threshold) .
- 2022 PSUs certified at 100% target, vesting March 31, 2025, reflecting strong three-year cumulative outcomes on key financial drivers .
Compensation Structure Analysis
| Component Mix (2024) | Base Salary | Target Bonus | LTIP (RSUs/PSUs) |
|---|---|---|---|
| Claussen | 23.63% | 17.72% | 58.64% |
Observations:
- Emphasis on long-term equity (two-thirds PSUs) aligns incentives to multi-year Adjusted EBITDA and Managerial Controllable Free Cash Flow .
- No stock options granted in 2024; option exposure stems from 2021 NSO grant with price hurdles achieved, final tranche vesting in 2025 .
Compensation Peer Group & Say-on-Pay
- Peer group includes metals and industrial distributors (e.g., Reliance, MSC, Olympic Steel, Steel Dynamics, Worthington); Ryerson executive salaries and target cash comp at or below market median relative to the peer group .
- Say-on-pay: >99% approval historically and in 2024; Committee views results as validation of pay-for-performance design .
Investment Implications
- Alignment: High equity weighting with strict PSU targets and AIP thresholds ties Claussen’s realized pay to multi-year cash flow and EBITDA performance, reducing risk of misaligned short-term incentives .
- Near-term selling pressure: 2022 PSUs vest March 31, 2025; 2021 NSOs final tranche vests the same date; RSU tranches continue annually—monitor Form 4 filings around these dates for potential liquidity events .
- Retention risk: CFO protections include 12 months salary/benefits and AIP averages; non-compete/non-solicit covenant for 12 months mitigates departure risk but not entirely; no guaranteed CIC acceleration disclosed .
- Performance trend: Revenues and EBITDA have declined through 2024 amid cyclical pressures (AIP zero payout), but prior PSU cycle achieved target—comp highlights resilience through multi-year cash flow focus . Values retrieved from S&P Global.*